Common use of Major Actions Clause in Contracts

Major Actions. For so long as at least 50% of the initial Principal Amount of all of the Notes issued pursuant to the Purchase Agreement is outstanding, the Company shall not, and the Company shall not permit any Subsidiary to, take any of the following actions without the prior written consent of the Majority Holders: (a) at any time prior to a Qualifying IPO, (i) redeem any equity securities if the amount of such redemptions, when aggregated with all other redemptions of equity securities during the period from the date hereof to the date of such redemption, exceeds $2,500,000 (excluding any redemption by the Company of (a) the Notes, (b) any equity securities in accordance with the Joint Venture Agreement (as defined in the Purchase Agreement) or the Amended and Restated Memorandum and Articles of Association adopted by the Company and filed with the Registry of Corporate Affairs in the Territory of the British Virgin Islands on February [Date], 2007 (the “M&AA”) and (c) any transactions contemplated in the Sellers Agreement (as defined in the Subscription Agreement (as defined in the Purchase Agreement))) or (ii) pay, in whole or in part, of any Indebtedness (other than all present bank and purchase money loans, equipment financings and equipment leasings); (b) at any time upon or after a Qualifying IPO, (i) redeem any equity securities if the amount of such redemptions, when aggregated with all other redemptions of equity securities during the period from the date hereof to the date of such redemption, exceeds $2,500,000 (excluding any redemption by the Company of (a) the Notes, (b) any equity securities in accordance with the Joint Venture Agreement (as defined in the Purchase Agreement) or the M&AA and (c) any transactions contemplated in the Sellers Agreement (as defined in the Subscription Agreement (as defined in the Purchase Agreement))) or (ii) pay, in whole or in part, of any Indebtedness for borrowed money (other than all present and future bank and purchase money loans, equipment financings and equipment leasings); (c) declare or pay any dividends or other distributions to any equity securities (other than the declaration and payment of (i) a cash dividend in any fiscal year which, when aggregated with all other cash dividends declared during such fiscal year, does not exceed 50% of the Company’s audited consolidated net income for its most recently completed fiscal year, calculated in accordance with US GAAP or (ii) any dividend for which an adjustment is made in accordance with the terms of this Note); or (d) at any time prior to an IPO, have outstanding, incur, assume, issue or guarantee any Indebtedness (i) prior to January 1, 2008, in excess of US$18 million in the aggregate for the Company and its Subsidiaries (excluding the $40 million of Indebtedness incurred pursuant to the Notes) and (ii) from and after January 1, 2008, if the Company’s ratio of total consolidated Indebtedness (excluding cash and cash equivalents) to EBITDA (excluding any share-based compensation expenses recognized in accordance with US GAAP) as set forth in the Company’s audited consolidated income statement (once available) for its most recently completed fiscal year would exceed 2.5:1 on a pro forma basis, each calculated in accordance with US GAAP.

Major Actions. For so long as at least 50% In addition to any voting requirements contained in the Certificate of Incorporation or the Bylaws (or similar governing documents) of the initial Principal Amount of all of the Notes issued pursuant to the Purchase Agreement is outstanding, the Company shall not, and the Company shall not permit any Subsidiary to, take or any of its Subsidiaries, the following actions shall not be taken by the Company or any of its Subsidiaries, directly or indirectly (whether by merger, consolidation, reorganization or otherwise), including any proposal by the Board to put to the vote of the stockholders of the Company with respect thereto, without the prior written consent of the Majority HoldersGA Stockholder for so long as the GA Stockholder Beneficially Owns shares of Common Stock representing at least 25% (or as otherwise specified below) of the Common Stock then outstanding: (a) at any time prior to acquisition or disposition where aggregate consideration is greater than $150,000,000 in a Qualifying IPO, (i) redeem any equity securities if the amount single transaction or series of such redemptions, when aggregated with all other redemptions of equity securities during the period from the date hereof to the date of such redemption, exceeds $2,500,000 (excluding any redemption by the Company of (a) the Notes, (b) any equity securities in accordance with the Joint Venture Agreement (as defined in the Purchase Agreement) or the Amended and Restated Memorandum and Articles of Association adopted by the Company and filed with the Registry of Corporate Affairs in the Territory of the British Virgin Islands on February [Date], 2007 (the “M&AA”) and (c) any transactions contemplated in the Sellers Agreement (as defined in the Subscription Agreement (as defined in the Purchase Agreement))) or (ii) pay, in whole or in part, of any Indebtedness (other than all present bank and purchase money loans, equipment financings and equipment leasings)related transactions; (b) at any time upon transaction in which any Person or after a Qualifying IPO, (i) redeem any equity securities if group acquires more than 50% of the amount then outstanding capital stock of such redemptions, when aggregated with all other redemptions of equity securities during the period from the date hereof to the date of such redemption, exceeds $2,500,000 (excluding any redemption by the Company of (a) the Notes, (b) any equity securities in accordance with the Joint Venture Agreement (as defined in the Purchase Agreement) or the M&AA and (c) any transactions contemplated in power to elect a majority of the Sellers Agreement (as defined in members of the Subscription Agreement (as defined in the Purchase Agreement))) or (ii) pay, in whole or in part, of any Indebtedness for borrowed money (other than all present and future bank and purchase money loans, equipment financings and equipment leasings)Board; (c) declare any incurrence or pay refinancing of Indebtedness of the Company and its Subsidiaries to the extent such incurrence or refinancing would result in the Company and its Subsidiaries having Indebtedness in excess of $250,000,000 in the aggregate; (d) hiring or termination of the chief executive officer of the Company; (e) for so long as the GA Stockholder Beneficially Owns shares of Common Stock representing at least 10% of the Common Stock then outstanding, any dividends increase or decrease in the size of the Board; (f) any reorganization, recapitalization, voluntary bankruptcy, liquidation, dissolution or winding-up; (g) any redemption, repurchase or other distributions to acquisition by the Company of its equity securities or any declaration thereof, other than (i) the redemption, repurchase or other acquisition by the Company of any equity securities of any director, officer, independent contractor or employee in connection with the termination of the employment or services of such director, officer, independent contractor or employee as contemplated by the applicable equity compensation plan or award agreement with respect to such equity securities, (ii) pursuant to an offer made to all stockholders of the Company pro rata with respect to such equity securities (regardless of whether any or all of such stockholders elect to participate in such redemption, repurchase or other than acquisition) or (iii) pursuant to an open market plan approved by the Board; (h) any payment or declaration and payment of any dividend or distribution on any equity securities of the Company or any of its non-wholly-owned Subsidiaries or entering into a recapitalization transaction the primary purpose of which is to pay a dividend or distribution; (i) a cash dividend in any fiscal year whichamendment, when aggregated with all other cash dividends declared during such fiscal year, does not exceed 50% alteration or repeal of any provision of the Company’s audited consolidated net income governing documents of the Company in a manner that adversely affects the powers, preferences or rights of the GA Stockholder (including, for its most recently completed fiscal yearthe avoidance of doubt, calculated in accordance with US GAAP or (ii) any dividend for which an adjustment is made in accordance with the terms advance waiver of this Notecorporate opportunities); or (dj) at any time prior to an IPOadoption, have outstanding, incur, assume, issue approval or guarantee issuance of any Indebtedness (i) prior to January 1, 2008, in excess of US$18 million in the aggregate for “poison pill,” stockholder or similar rights plan by the Company and or its Subsidiaries (excluding or any amendment, restatement, modification or waiver of such plan after the $40 million of Indebtedness incurred pursuant to adoption thereof has been approved by the Notes) and (ii) from and after January 1, 2008, if the Company’s ratio of total consolidated Indebtedness (excluding cash and cash equivalents) to EBITDA (excluding any share-based compensation expenses recognized GA Stockholder in accordance with US GAAP) as set forth in the Company’s audited consolidated income statement (once available) for its most recently completed fiscal year would exceed 2.5:1 on a pro forma basis, each calculated in accordance with US GAAPthis Section 5.